ODF
MASTER RETAIL ELECTRICITY SALES AGREEMENT
This MASTER RETAIL ELECTRICITY SALES AGREEMENT together with the Sales Confirmation(s) and the Transaction Confirmation(s) or
Term Sheet(s), as applicable (collectively, the "Agreement") is entered into and made by and between EDF Energy Services, LLC (“Seller”) and
City of Nashua (“Buyer”). This Agreement shall be effective as of October 25, 2018 (the “Effective Date”). Seller and Buyer may be individually
referred to as “Party” or collectively as “Parties”. Pending the execution of a Sales Confirmation, Seller shall have the right, but not the obligation,
to provide retail electricity services to Buyer under this Agreement. The Parties hereby agree as follows:
1. Purchase and Sale: Seller shall sell and Buyer shall purchase and receive electricity to meet Buyer's full electricity requirements for Buyer's
identified Electric Service Account(s) ("ESA(s)") specified in the Sales Confirmation. The terms and conditions of the purchase and sale are set
forth in this Agreement and in the Sales Confirmation. The electricity will be delivered to Buyer’s Transmission and Distribution Service Provider
(“DSP”) corresponding to the Buyer's ESA (the “Delivery Point’) and title to and risk of loss related to electricity shall transfer from Seller to Buyer
at the Delivery Point. Buyer acknowledges and understands that the delivery of electricity to Buyer's ESA will be accomplished exclusively by the
DSP from the Delivery Point to the ESA.
2. Metering: All measurement of electricity delivered hereunder shall be and can only be provided by the DSP for each Delivery Point. “Metered
Usage" shall be defined as the metered usage as provided by the DSP. “Total Usage” shall be defined as the metered usage plus the applicable
transmission and distribution losses plus unaccounted for energy (“UFE”) as published by the entity entrusted with transporting energy in the form
of electrical power on a state or regional level using fixed infrastructure (e.g. ERCOT, PJM) (the “Transmission Operator’) and DSP. Seller may
use estimated Metered Usage if measurements of usage are not received timely from the DSP, in which case Seller will indicate that an estimate
was used and will make appropriate adjustments upon receipt of definitive data verifying Metered Usage.
3. Switching: Seller shall use commercially reasonable efforts to effectuate a timely switch of Buyer’s ESA to Seller. Seller cannot guarantee
a switch of Buyer's ESA to Seller will occur by a specific date, and Seller shall not be liable for delays in this process caused by the DSP. The
“Service Start Date” shall be the date upon which a particular ESA is switched to Seller. The Service Start Date is typically the scheduled read
date that occurs during the month and year identified as the Start Date specified in the Sales Confirmation. The “Service End Date’ is typically
the scheduled read date that occurs during the month and year identified as the End Date specified in the Sales Confirmation. Each ESA may
have a separate Service Start Date and Service End Date.
4. Billing & Payment: Buyer will be invoiced the total amount due for electricity delivered to Buyer during each month in one of the following
ways based on availability and eligibility of Customer(s) Account(s), which may change from time to time: (a) Dual Billing: Buyer will receive two
invoices, one from Seller for Electricity Charges and one from the DSP for the amounts payable by Buyer for services provided by the DSP; or
(b) DSP/Utility Consolidated: Buyer will receive one invoice from the DSP for both Electricity Charges and DSP Charges; or (c) EDF Consolidated:
Buyer will receive one invoice from the Seller for both Electricity Charges and DSP Charges. All invoice types shall include all applicable DSP
Charges on an invoice (as defined in the Sales Confirmation, Taxes (as defined in Paragraph 25), and other charges allowed pursuant to this
Agreement. Buyer and/or Buyer’s representatives or agents will be given access to Seller's online invoicing system to retrieve invoices. Invoice
notification and invoicing system access will be delivered to Buyer via email. Payment via ACH or wire transfer shall be due to Seller twenty (20)
days after the billing date on the Buyer's invoice or the transmittal date on the email, whichever is later. Ail past due invoices will incur a late
payment charge of one percent (1%) of the invoice amount and the outstanding balance will accrue interest at the lesser of one percent (1%) per
month or the maximum amount allowable by law (the “Interest Rate”). Buyer shall be responsible for any and all collection costs incurred by
Seller. If applicable, Buyer will continue to receive a separate invoice from the DSP for distribution and metering charges related to Buyer's
receipt of electricity.
5. Disputed Amounts: If there is a good faith dispute regarding any invoice, Buyer will pay the undisputed amount of any invoice by the
applicable due date, and the Parties will attempt to expeditiously resolve the dispute. Notice of any dispute must be provided not more than six
(6) months from the date that such invoice is delivered to Buyer. in no event shail the disputed portion include a dispute for DSP Charges,
Metered Usage or Taxes. In the event of disputed DSP Charges and/or Metered Usage, Seller will work with the applicable DSP on Buyer's
behaif to resolve the dispute and will reimburse to Buyer any disputed amount that is subsequently corrected, cancelled and rebilled by the DSP.
Notwithstanding the foregoing, Seller shall have no obligation to take formal action or apply any of Seller's financial resources toward Sellers
efforts to resolve the dispute on Buyer’s behalf. Any dispute resolution performed in connection with the foregoing shall be resolved in accordance
with the provisions of Paragraph 29.
6. Blend and Extend - Rate Adjustment and Term Extension: At any time during the Term, Buyer may request that the Term be extended
and the Contract Price (as defined in the Sales Confirmation) then in effect be changed. Upon request, Seller will submit an offer to Buyer
reflecting a revised Contract Price and new Term.
7. Adding and Deleting Accounts: Buyer is permitted to add or delete ESA provided that there is no Event of Default by Buyer, and any such
ESA to be added is located within the DSP area currently served by Seller. In the event that ESA are added and/or deleted, the Parties shall
modify the Sales Confirmation accordingly subject to any material change provisions contained within the Sales Confirmation.
8. Performance Assurance: If either Party determines in its reasonable discretion that the other Party's creditworthiness or ability to perform
under this Agreement has become unsatisfactory due to a material adverse change in the financial conditions of the other Party then that Party
(hereafter and for the purposes of Paragraph 8 of this Agreement (the “Requesting Party”) may require Performance Assurance. The Requesting
Party shall provide the other Party (hereafter and for the purposes of Paragraph 8 of this Agreement (the “Receiving Party”) with written notice
requesting such Performance Assurance in an amount determined by the Requesting Party in a commercially reasonable manner. Upon receipt
of such notice the Receiving Party shall have three (3) days to provide such Performance Assurance to the Requesting Party. In the event that
EDFES CONFIDENTIAL Std MRESA_Rev. Jun-01-2018v1.0
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